Hoss and Joe take their sweethearts to a colorful and strange carnival for the day. Joe's recent girlfriend Jennifer Beale is abducted by the sinister owner, Philip Reed and his accomplice Gerner. Her father is Joshua Beale, the richest man in the Comstock. Gerner convinces Reed to hold her for a $1 million dollar ransom, and her father will gladly pay them to ensure her safe return. Reed's girlfriend Della Thompson is jealous of Jennifer and has second thoughts about the abduction. Hoss and Joe take notice of Jennifer's disappearance and travel deep into the bowels of the carnival, meeting fierce resistance from the carnival people at every avenue. They come up without a trace of finding her.
Tim (Bill Bixby) is anxious to learn what it would like to be a Martian, so Uncle Martin (Ray Walson) gives Tim the power to read minds for a 24-hour period. Naturally, this special gift quickly backfires when Tim interviews Councilman Jack Gramby, a man who seems incapable of making up his mind--or giving a straight answer! (The Councilman is played by Alan Reed Sr., who at the time this episode was filmed was better known to TV fans as the voice of Fred Flintstone).
A headstrong cop matches wits with McCloud to solve the murder of an American Indian woman who is believed to have been killed by a loan shark.
Martin feels that his youth is fading and asks Tim to help him rejuvenate himself with the aid of Black Light. However, things go awry when Tim screws up the process and Martin gets turned into an infant.
An Army general announces he is taking over the wagon train and requiring all members to act as soldiers in helping him rescue a trapped cavalry garrison of 120 men who are otherwise likely to be murdered by hostile Utes.
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